2. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.

3. The Reporting Person also has stock options to purchase at various prices 920,524 shares of the Company's Class A Common Stock, 469,160 of which are currently exercisable. In addition, the Reporting Person currently has restricted stock units in respect of 87,586 shares of Class A Common Stock expected to vest at various times through October 2014 and a Market Share Unit that may payout as many as 320,000 shares of Class A Common Stock depending upon performance of the Company's Class A Common Stock on the New York Stock Exchange during the 20 trading days ending June 30, 2014.

4. Sales prices range from $53.76 to $54.56 per share, inclusive.

5. The sale of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on December 8, 2011.

Remarks:

Fabrizio Freda, by Spencer G. Smul, attorney-in-fact

07/10/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).